PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS YOUR USE OF THE SERVICES (AS DEFINED BELOW) IS SUBJECT TO YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE FOLLOWING TERMS.
BY SIGNING OR ACCEPTING THE PROPERTY MANAGEMENT AGREEMENT OR USING SERVICES, YOU IRREVOCABLY AND UNCONDITIONALLY ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.
THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT TOGETHER WITH THE PROPERTY MANAGEMENT AGREEMENT BETWEEN YOU, WHETHER PERSONALLY OR ON BEHALF OF AN ENTITY (THE “LANDLORD”) AND PMTL REAL ESTATE MANAGEMENT SUPERVISION SERVICES L.L.C. (“KEYPER”). FOR THE PURPOSE OF THE AGREEMENT, REFERENCES TO “AFFILIATES” INCLUDES KEYPER’S ADMINISTRATORS, SUCCESSORS-IN-INTEREST, PERMITTED ASSIGNS AND AFFILIATES. THESE TERMS AND CONDITIONS AND THE PROPERTY MANAGEMENT AGREEMENT SHALL HEREINAFTER BE REFERRED TO AS THE “AGREEMENT”. IF YOU CONTINUE TO USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE AGREEMENT, IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES.
PREAMBLE
Whereas:
I. The Landlord owns, operates and/or its representative is duly authorized as per the Power of Attorney no. certified by the Notary Public Dubai on and expiring on to manage on behalf of the Landlord the Property/Properties with complete details listed in the Property Management Agreement
II. Keyper is a professional practice that has the necessary knowledge, expertise and experience and is duly licensed to provide brokerage and real estate management supervision services and RNPL as required by the Landlord (the “Services”). The type of Services will be selected by the Landlord under the Property Management Agreement
III. In consideration of the fees and charges specified in this Agreement and subject to the terms and conditions hereof, the Landlord desires to engage Keyper to provide the Services and Keyper agrees to provide the same at the Properties during the Term.
IV. The provision of the Services shall be in accordance with the terms and subject to the conditions specified in these Terms and Conditions, which together with the Property Management Agreement and all documents referred thereunder and/or Schedules attached thereto (as may be amended from time to time to include additional Properties) shall constitute an integral part of the Agreement.
The Landlord and Keyper are individually referred to as a “Party” or jointly as the “Parties”.
1 DEFINITION AND INTERPRETATION
The following words and phrases shall have the meaning respectively assigned to them hereunder and in the Property Management Agreement:
1.1. Agreement means collectively these Terms and Conditions, Property Management Agreement and any other document referred to under the Property Management Agreement along with the Schedules in accordance with which Keyper agrees to provide the Services.
1.2. Applicable Laws means the laws and regulations of Dubai and the applicable federal laws of the United Arab (UAE).
1.3. Authority means any ministry, department, local authority, or other entity in UAE having jurisdiction over the Landlord’s Property, the Parties and/or the performance of the Services.
1.4. Best Practice means the exercise of such levels of skill, care, diligence, and foresight which would reasonably be expected from a service provider in Dubai providing substantially the same or similar services.
1.5. Landlord means either the legal owner of the Property/Properties or the person who was duly appointed by the legal owner to represent him and enter into this Agreement on the legal owner’s behalf.
1.6. Landlord’s Property or Property(ies) means any and all properties that are made available to Keyper by the Landlord for use in connection with the Agreement.
1.7. Party means either The Landlord or Keyper as the context requires and “Parties” means both of them.
1.8. Petty Cash means the minimum amount set forth under the Application that Keyper will be holding to pay actions relating the performance of operations.
1.9. Platform means the web/app platform developed, owned, and operated by PTC or any of its affiliates for purposes, Inter alia, of offering the Property for rental and for managing the relationship between the Landlord and Tenant.
1.10. PropTech Company (PTC) a DIFC Company through which Keyper provides the platform PropTech services to Landlord and/or Tenant as agreed on case-by-case basis versus payment of digital management fees.
1.11. Property Management Agreement means the agreement signed by the Landlord and the Keyper.
1.12. PropTech services for Landlord (PTSL) Optional Platform services provided by Keyper to Landlord versus the payment of Platform and digital management fees in addition to the Property Management fees.
1.13. PopTech services for Tenant (PTST) Optional supplementary services provided by Keyper to Tenant versus the payment of Platform and digital management fees in addition to the Rental Amount.
1.14. Platform and digital management fees mean the annual cost to be paid by the Landlord, Tenant or both to Keyper against the platform and digital management services to sustainably facilitate the property management services’ automation and digital payment solutions including any future PropTech and Fintech solutions to be developed by PTC to enhance PTSL and PTST.
1.15. Property Management Fees means the amount set out in the Property Management Agreement.
1.16. Region means any Emirate of the United Arab Emirates
1.17. Reserve Value means the amount mentioned in the Property Management Agreement made available by the Landlord to Keyper for the maintenance, repairs, and replacements in the Property.
1.18. Rental Amount the consideration paid for the rent of the Rented Unit pursuant to a Tenancy Agreement.
1.19. Rental Unit means the Property or any section thereof that Is being rented pursuant to a Tenancy Agreement.
1.20. Security Deposit means the security deposit to be advanced by the Tenant pursuant to a Tenancy Agreement and which if transferred by cheque will be held with Keyper or if transferred by cash will be held in a bank account of Keyper segregated from Keyper proprietary money but comingled with security deposits of other Tenants.
1.21. Services means the real estate management supervision services to be provided by Keyper under this Agreement.
1.22. Short Term Rental means a rental of not more than 6 months as per the applicable Tenancy Agreement.
1.23. Taxes shall mean all existing or future taxes including consumption tax, goods and services tax or any similar tax or charge on goods and/or services, levies, notary public fees, duties, charges, assessments, deductions, or withholdings, including any interest thereon and any penalties and fines with respect thereto, whenever, and wherever imposed, levied, collected, or withheld.
1.24. Tenant means the tenant that will lease/rent the Property pursuant to the Tenancy Agreement.
1.25. Tenancy Agreement means the tenancy agreement entered between the Landlord and the Tenant with respect to the Property.
1.26. Keyper means PMTL Real Estate Management Supervision Services Trade License no. 1003431 issued by Dubai Economic & Tourism Department and engaged to provide the Services in accordance with the Agreement and includes its employees and agents.
1.27. VAT means the value-added tax applicable in UAE.
2 APPOINTMENT
The Landlord hereby appoints Keyper as a services provider and, Keyper accepts the appointment to carry out the Services as per the terms and conditions set forth herein. Landlord warrants and represents to Keyper that it has the requisite authority and legal capacity to hereby appoint Keyper and to enter into this Agreement.
2.1 Authority of Keyper. Subject to the approval of Landlord where required hereunder, Keyper shall have the power and authority to act on behalf of the Landlord with respect to the duties conferred upon Keyper hereunder. The power and authority granted by the Landlord to Keyper hereunder shall include the power and authority to execute and acknowledge, documents involving the Landlord’s Property which are consistent with this Agreement, and all such other documents as may be necessary to implement the Services of Keyper as set forth in this Agreement.
2.2 Status of Keyper. Landlord and Keyper do not intend to form a joint venture, partnership, or similar relationship. Instead, the Parties intend that Keyper shall act solely in the capacity of an independent contractor for Landlord. Nothing in this Agreement shall cause Keyper and Landlord to be joint venturers or partners of each other, and neither shall have the power to bind or obligate the other Party by virtue of this Agreement, except as expressly provided in this Agreement. Nothing in this Agreement shall deprive or otherwise affect the right of Keyper to own, invest in, manage, or operate, or to conduct business activities which compete with the business of the Landlord Property.
2.3 to extent required under the requested Services, Landlord grants full and unrestricted authority to Keyper to publish and share information, marketing assets and details in relation to the Property on the Platform and any similar or future digital tool developed, owned and operated by Keyper or any of its affiliates.
2.4 The continued availability of any Service shall be subject to Keyper’s consent, in its sole discretion, and to the fulfilment by Landlord of such conditions as Keyper may require from time to time. Each time Landlord request or utilize any Service, it confirms its acceptance and adherence to all policy and procedures applied by Keyper and amended from time to time.
2.5 Keyper, in fulfilling its duties and obligations under this Agreement, shall operate, manage, and rent the Property, in the same manner as is customary and usual in the operation, management and leasing of comparable residential and/or commercial properties (as the case maybe), and shall act solely with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of any enterprise of a like character and with like aims in Dubai market.
3 CONDITION OF PROPERTIES
3.1 Keyper hereby declares and represents that the Property has been received on an “as is” basis and that Keyper will issue a visual inspection report setting out photographic condition as well as listing of amenities and fixtures of the Property, dependent on the accessibility to the Property. The Inspection report will be issued solely and exclusively to the benefit of the Landlord and cannot be relied upon by any third party. Landlord hereby acknowledges and accepts that the inspection report cannot be relied upon for assessing the status of the Property and Landlord should seek professional technical services provider to do so.
3.2 Any modification or maintenance that may be required shall be communicated to the Landlord through a condition report prepared by Keyper and pre-approved by the Landlord. The cost of such modification and maintenance should be borne by the Landlord from the Reserve Value or from additional funds made available by The Landlord. Keyper shall be entitled to terminate the Agreement via 3 days written notice with immediate effect and without the need of any action or a court order in the event the Landlord does not agree to do the required modification and/or maintenance.
3.3 Keyper holds no responsibility for any kind of structural or design flaws within the Property during the takeover, handover or during and or after the tenancy term. Landlord has the obligation to disclose to Keyper before the signature of the Agreement any hidden defections that might be source of future risk. Parties will agree on a convenient term to allow the Landlord to assign a Third-Party expert to repair the damaged parts of the Property. In case of temporary or permanent impossibility of reparation, Keyper will not manage the proposed Property.
3.4 It is understood that Keyper shall not be obligated to initiate a process of discovery requiring testing or inspections other than the Inspection report referred to under
3.1, unless specifically requested to do so by Landlord in writing and at Landlord’s expense.
3.5 Landlord represents that to the best of Landlord’s knowledge (after due and diligent inquiry) the Property and all such equipment comply with all applicable laws and regulations, and Landlord authorizes Keyper to disclose the ownership of the Property to any third parties (including potential tenants, authorities, etc.) and agrees to indemnify, defend and hold harmless Keyper, its principals and employees, from and against all losses, costs, expenses, claims and liabilities whatsoever which may be imposed on, or asserted against, them by reason of any past, present or future violation, or alleged violation, of such laws, ordinances, statutes or regulations, including without limitation, environmental protection laws, unless any such violations, or alleged violations, are caused by the gross negligence, willful misconduct, malfeasance or fraud of Keyper.
4 KEYPER’S ROLE AND OBLIGATIONS (the following shall be applicable depending on the Services selected by the Landlord under the Property Management Agreement)
4.1 Real Estate Management Supervision Services: Keyper shall assist the Landlord with the following:
a. Rental assessment and valuation of the individual rental unit(s). The rental assessment and valuation shall establish rental rates, rental terms, tenant concessions, and set out the guidance of the marketing strategies for the Property.
b. Offering the Property for rent in compliance with applicable laws and regulations.
c. Advertising & marketing activities, including placing signage on the Property where applicable. Keyper is authorized to supervise the preparation of all advertising layouts, brochures, campaigns, and model apartments.
d. Use its best efforts to solicit, secure and maintain Tenants for the Property or any Rental Units thereof.
e. Arranging entry into and execution of Tenancy Agreements.
f. Collection and management of all payments related to the Tenancy Agreement of the Rental Units on behalf of the Landlord digitally or by cheques and deposit or transfer funds into Landlord’s account accordingly. The refundable Security Deposit cheque will, at all times, be in the custody of Keyper. Tenant’s cheques or other means of payments (direct debit, credit card) available on the Platform will be in the name of Keyper/Landlord. It Is hereby understood that Keyper shall exercise its reasonable efforts to promptly collect all Rental Amount and other charges arising from the Tenancy Agreement and Keyper does not, in any way whatsoever, guarantee or indemnify the Landlord if the payment was not completed by the Tenant thereof.
g. Ejari Registration of Tenancy Agreements in accordance with applicable laws and regulations.
h. Participate with the Tenant in move-in and move-out inspections (including key handover) and record in writing any damage to the Rental Unit at the time the Tenant moved in and any damage occurring during the Tenant’s occupancy.
i. Take inventory schedule in case of furnished and semi-furnished rental units.
j. Arranging all inspection, repairs, replacements, and decoration necessary to maintain the Property in good condition by sub-contracting these services to third party service providers in order to ensure the operating efficiency and preservation of the Property
k. Follow up on default payments and issue notices directly to Tenants in accordance with applicable laws and regulations.
l. Renewal of Tenancy Agreements with direct issuance of renewal notices and Rental Amount increase notices in accordance with applicable laws and regulations.
m. Follow up on final bills at the end of a Tenancy Agreement.
n. Return of Security Deposit at the end of the tenancy to the Tenant, minus any deductions in accordance with the Tenancy Agreement.
o. Manage all Tenant queries related to the Property
p. Attend to maintenance issues and negotiate with the master developer and third-party maintenance providers for any minor and major repairs costs.
q. Recommend actions on any major or minor repairs required in the Property in writing and execute the maintenance with written approval from the Landlord. Minor repairs are related to day-to-day wear and tear. Major repairs are related to water heaters, water pumps (if applicable), air-conditioning units and ducts and major plumbing and electrical issues but not limited to servicing, repairs and / or replacements.
r. Manage the Reserve Value. Keyper shall have the right to transfer amounts from the gross revenues to replenish the Reserve Value to cover any shortfall.
s. Maintain necessary records of all payment receipts, Tenant’s documents and all other activities carried out as part of the Services.
4.2 Keyper is hereby authorized, without the need of any consent or approval from the Landlord, to make disbursements from gross revenues collected from the Property for any amounts reasonably due and payable toward the Property or to Keyper. This includes, but is not limited to, maintenance and repairs, government and public authorities’ fees, outstanding utilities and service charges and other charges owed to the Owners Association, Reserve Value and Keyper’s Property Management Fees.
4.3 In cases of emergency, Keyper may make expenditures for repairs which exceed the Reserve Value without prior approval, if it is necessary, in the reasonable judgement of Keyper, to prevent imminent damage to Property or injury to persons. Keyper will promptly notify Landlord of any such emergency expenditures but no later than three (3) days following such emergency repair, describing the cause of such emergency, the repairs undertaken in connection with such emergency, and the cost of such emergency repairs. Landlord shall immediately, within seven (7) days, repay Keyper all money spent particularly those exceeding the Reserve Value.
4.4 Landlord reserves the right to conduct an examination of the books and records maintained by Keyper for Landlord in relation to the Property, and to perform any and all audit tests relating to Keyper’s activities, either at the Property, or at any office of Keyper; provided such examination and tests are related to those activities performed by Keyper for Landlord. Any and all such audits conducted either by Landlord’s employees or appointees will be at the sole expense of Landlord. Keyper will assist and prepare materials requested regarding any such audit within a
reasonable timeframe.
4.5 Keyper may assign, hire or engage subcontractors, affiliates/third parties to perform any or all of its obligations under this Agreement; provided, however, that Keyper shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to Keyper.
4.6 Keyper may assign and transfer this Agreement, without Landlord’s consent but subject to its notification, to a sister company or to any new company which purchased all or substantially all of Keyper’s assets, or to any successor by way of merger, consolidation or similar transaction. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and be attributed to the benefit of Keyper and its respective parents, successors, assigns, and affiliates.
5.1.3 Enhanced Package: Keyper will provide Landlord with certain Property Management services as agreed upon in this Agreement plus the PropTech services for Landlord (PTSL) versus the deduction by Keyper of the Platform and digital management fees from the annual Rental Amount with tenancy Agreement not inclusive of PropTech services for Tenant (PTST), corresponding to “with Upfront Payment” in the Property Management Agreement.
5.1.4 Dynamic Management Package: Keyper will provide Landlord with certain Property Management services as agreed upon in this Agreement plus the PropTech services for Landlord (PTSL) versus the deduction by Keyper of the Platform and digital management fees from the annual Rental Amount with non-objection from the Landlord that Keyper provides Tenant with PropTech services for Tenant (PTST) as per the agreed terms in the Tenancy Agreement, corresponding to “RNPL with Upfront Payment” in the Property Management Agreement.
5.1.5 The Landlord agrees to disclose all known material facts about the Property which could affect a Tenant’s use or enjoyment of the Property, disclose information which could have a material impact on either parties’ ability to fulfil their obligations (both at law and contract) under the Tenancy Agreement, respond in good faith and so far as Keyper is aware, provide accurate information in relation to the Property.
5.2 The Landlord may not unreasonably withhold any proposal for renting the Property if the offer made is within the agreed-upon prices and guidelines. Landlord also pre-agrees that in case of an early termination of the Tenancy Agreement for any reason, Keyper can immediately release the unit once physically vacated for similar or better Annual Rent than the defaulted lease.
5.3 Landlord acknowledges and agrees that Keyper assumes no liability whatsoever for any acts or omissions of Landlord, or any previous or subsequent landlords or managers of the Property, or any agents or any previous or subsequent agents of either. Keyper assumes no liability for any failure of, or default by, any Tenant in the payment of any Rental Amount or other charges due to the Landlord or in the performance of any obligations owed by any Tenant to the Landlord pursuant to any Tenancy Agreement or otherwise. Keyper assumes no liability for violations of environmental or other building regulations other than (i) to exercise its best reasonable efforts to comply with such regulations, and (ii) to promptly notify Landlord of violations or hazards discovered. It is understood that Keyper shall not be obligated to initiate a process of discovery requiring testing or inspections not normally performed in the routine operation of the Property, unless specifically requested to do so by Landlord in writing and at Landlord’s expense. Keyper assumes no responsibility or liability for the provision of security services or devices other than to supervise such contractor(s) providing security services for the Property.
5.4 The Landlord understands and agrees that Keyper performs an administrative role in supervising properties on behalf of the Landlord. Any expenses related to legal actions against Tenants (serving notices, eviction, police cases, legal actions etc.) shall be paid by the Landlord in addition to Keyper’s Tenant dispute resolution fee as indicated in the Property Management Agreement of this Agreement.
5.5 In the event the Initial Reserve Value has been used for any matter arising from this Agreement, Keyper shall notify the Landlord once the remaining balance has reached the minimum amount of AED 500 (Five Hundred UAE Dirhams. The Landlord will replenish in order to reach again the Initial Reserve Balance within five (5) days from receipt of a written notification from Keyper as to the utilization of the Reserve Balance. If Rental Amounts are received by Keyper on behalf of the landlord, no Reserve Value will be required.
5.6 The Landlord agrees to make available to Keyper all data, records, keys, access cards and documents pertaining to the Property, which Keyper may require to properly exercise the Services outlined within this Agreement.
5.7 The Landlord will provide Keyper (if and when required) with a Power of Attorney notarized by Notary Public Dubai to allow Keyper to fulfil its obligations under the terms of this Agreement or any other form as requested including appearing before The Rental Dispute Settlement Centre (RDC) and giving the same powers to advocates as my be needed for all dispute matters arising out of any Tenancy Agreement or connected to.
5.8 To the extent permitted by law, the Landlord agrees to defend, indemnify, and save Keyper and its principals and employees from and against all claims, investigations and suits in connection with the Property, provided that such claims, investigations and suits are attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, and such claims and suits arise, or are alleged to arise, in whole or in part out of any negligent act or omission of the Landlord.
5.9 Keyper shall not be required to request approval from the Landlord for any costs and/or expenses to be incurred in relation to the actions pertaining to the performance of operations as long as such costs and/or expenses are less than the Petty Cash. Whenever the consent or approval of the Landlord is required, such consent or approval shall not be unreasonably withheld or delayed. Such consent shall be in writing by the Landlord; provided, that such consent or approval would be required for Keyper to perform its obligation under this Agreement, Keyper shall not be responsible for a failure to perform its obligations as a result of the Landlord’s refusal or unreasonable delay to consent or approve.
5.10 In the event Keyper engages an independent contractor for any works that may be required in relation to the Property, Keyper shall have no liability whatsoever in relation to the quality or fitness of any works performed by the independent contractor. Keyper shall oversee the work being carried out by the independent contractor and at all times represent the interest of the Landlord in ensuring that all works are carried out correctly and within the approved budget.
5.11 Upon request by Keyper, the Landlord will produce copies of any policies, licenses, permits, insurance or approvals related to the Landlord’s duties under this Agreement.
5.12 The Landlord shall insure and keep insured the Property for the cost of rebuilding and reinstating the Property against loss or damage by any risks against which a prudent Landlord would insure.
6 PROPERTY MANAGEMENT FEES & PLATFORM AND DIGITAL MANAGEMENT FEES
6.1 If Landlord opts for one of the management packages mentioned above in articles (5.1.3) or (5.1.4), he agrees that Keyper will irrevocably deduct a platform and digital management fees from the collected Rental Amount which are a percentage of the agreed Rental Amount as set out under the Application.
6.2 Landlord agrees also that the Platform and Digital Management Fees will be deducted directly and in advance form the collected Rental Amount independently from the payment periodicity agreed with the Tenant (Monthly, Quarterly or Annually). In addition, the Landlord agrees to pay Keyper any fees owed to Keyper as per the agreement/s it signs with Keyper.
6.3 Such Property Management Fees are exclusive of any VAT, tax, or other government fees, which shall be paid in addition to the Property Management Fee as per the invoice from Keyper.
6.4 Additional charges apply in connection with developer handover services and Tenant dispute resolution.
6.5 Landlord agrees that fees charged by Keyper for Services provided under this Agreement which Keyper may change, vary or modify, in its discretion, at any time subject to a prior notice to the Landlord. Such notification shall be effected via electronic means through email. The new applicable rates will take effect within a minimum period of 30 calendar days as of the date of the Landlord’s notification.
6.6 Landlord agrees to comply with all laws and regulations related to Taxes applicable to the transactions and operations provided hereunder and to all Services rendered under this Agreement as well as to the Property. Landlord shall bear all Taxes in particular VAT pertaining to all Services rendered by Keyper under this Agreement.
6.7 Where Keyper is bound by law or by agreement, to provide information and/or documents pertaining to the Property or the Landlord to any tax authority, Landlord hereby authorizes Keyper to provide such information and/or documents at its discretion to any tax authority.
7 PAYMENT TERMS
7.1 Property Management Fees are only due and payable on Rental Unit(s) either commencing on the start date of the Tenancy Agreement or the date of a new lease.
7.2 Invoices related to Fees and Reserve Value as well as other maintenance services are payable by the Landlord on receipt and if payment is not received within 30 days from receipt of the invoice, Keyper reserves the right to cease all Services until the outstanding amount has been cleared while reserving its right to deduct outstanding amounts against gross revenues received in relation to the Property as per clause 4.2.
7.3 Where any funds are received other than in AED, Keyper shall convert such funds, unless requested otherwise by Landlord, into AED at the prevailing rates available in the markets.
8 TERM AND TERMINATION
8.1 Irrespective of any term or duration provided under the Property Management Agreement, this Agreement can be terminated when Keyper gives the Landlord 30 days advance written notice of termination without penalty.
8.2 unless other provided under the Property Management Agreement, the term of this Agreement shall commence on the Date of Agreement and shall be valid for one year with an automatic renewal unless either Party gives the other Party 30 days advance written notice of termination without penalty.
8.3 Upon the termination of the Agreement, if Keyper is holding the Security Deposit on behalf of the Landlord, Keyper agrees to transfer the balance of the Security Deposit to the Landlord provided Keyper is furnished with an executed document that mentions the deposit shall be held by the Landlord. Notwithstanding the foregoing, Keyper shall have the right to retain the Security Deposit if the Property Management Agreement allows it to do that or if there are outstanding or potential liabilities or dues on the Landlord.
8.4 Termination of this Agreement shall not terminate any rights or obligations of the Parties which arose prior to such termination, or those obligations explicitly identified herein as surviving the expiration or termination of this Agreement. All fees of Keyper accrued up to the termination shall be paid to Keyper without within 30 days.
8.5 Upon expiration or termination of this Agreement, the Landlord shall remain bound by the obligations of all contracts for services, supplies and alterations and the Tenancy Agreement(s) Keyper has entered into in connection with the performance of this Agreement and unless otherwise agreed in writing.
9 REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Each Party represents and warrants to the other Party that:
9.1.1 it is duly incorporated in its jurisdiction of incorporation, as indicated in the preamble to this Agreement to the extent the Party is an entity;
and
9.1.2 the entry into and performance of this Agreement does not and will not violate any fiduciary duty or other duty it may have to any other person or violate the terms of any applicable agreements.
9.2 Each Party covenants to the other Party that it will not either alone or through its agents, take any action that would be inconsistent with any applicable laws and regulations relating to the performance of its obligations under this Agreement.
9.3 Force Majeure: Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, that it could not reasonably have been foreseen at the time of the conclusion of the Agreement; and that the effects of the impediment could not reasonably have been avoided or overcome by the Affected Party. If the period of delay or non-performance continues for two (2) months, the Party not affected may terminate the Agreement by giving written notice to the affected Party.
9.4 Each Party acknowledges that in entering into this Agreement, it has not relied on any statement(s), representation(s), assurance or warranty (whether made negligently or innocently) other than those expressly set out in this Agreement or the documents referred to in it.
9.5 If any provision of this Agreement (or part of a provision) is found by any court or administrative body of a competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
9.6 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).
9.7 Landlord, and its representatives, acknowledge and agree that Keyper and/or its suppliers, as applicable, retain full ownership of all proprietary rights in the Services, the Platform and in all trade names, trademarks, service marks, logos, and domain names (“Keyper Marks”) associated or displayed (i) with the Services provided pursuant to the Agreement and/or (ii) on the Platform. Landlord, and its representatives, may not, whether directly, indirectly or third parties, frame or utilize framing techniques to enclose any Keyper Marks, or other proprietary information (including images, text, page layout, or form) of Keyper without express written consent. Landlord may not use any meta tags or any other “hidden text” utilizing Keyper Marks without Keyper’s express written consent.
9.8 Landlord, or any of its representatives, may provide feedback, suggestions comments, improvements, and ideas (collectively “Feedback”). Landlord, or any of its representatives, agree that Keyper may use and exploit all Feedback for any purpose without obligation of any kind and without any obligation of confidentiality, attribution, accounting, compensation, or other duty to account to Landlord, or any of its representatives.
10 LIABILITY AND INDEMNIFICATION
10.1 With respect to the Services provided under the Agreement, the liability of Keyper is limited to direct damage sustained by Landlord as a result of the Keyper’s gross negligence or willful misconduct, if any, in the performance of the Services rendered under this Agreement. Landlord agrees to indemnify, defend and hold harmless Keyper, its affiliates, officers, directors, employees, consultants, agents, suppliers and officers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from the use by the Landlord of the Services, the violation of this Agreement or the infringement or violation by Landlord or any other related person thereof, of any intellectual property or other right of any person or entity or applicable law.
10.2 In no event shall Keyper be liable for the consequential, special, incidental or primitive loss, damage or expense caused to the Landlord or any of its principals, sister companies, affiliates and subsidiaries or to any other third party (including without limitations, lost profits, opportunity costs, etc), even if they might have been advised of their possible occurrence.
10.3 In no event shall Keyper be liable for any responsibility, damages, losses, liability towards any party that may arise as a result of the Property or the Tenancy Agreements.
10.4 With respect to claims from third parties, Landlord agrees to indemnify and hold harmless Keyper and its personnel from and against any claims, liability, costs and/or expenses (including reasonable attorney’s fees) brought against, or paid or incurred by Keyper at any time, and in any way, resulting from the action or demands of third parties and relating to Keyper Services rendered under this Agreement, except to the extent finally determined to have resulted from the gross negligence or willful misconduct of Keyper.
10.5 Keyper’s maximum liability relating to the Services rendered under this Agreement (regardless of the form of action, whether by contract, negligence or otherwise) shall be limited to the fees paid to Keyper during the immediately preceding three months of the event giving rise to liability.
10.6 The provisions set forth in this clause 10 shall survive the termination of this Agreement for a period of 1 year.
11 ELECTRONIC DEALINGS AND SIGNATURES
Each Party agrees that this Agreement, any Tenancy Agreement, and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement, any Tenancy Agreement, or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility unless otherwise required by the applicable law. Each Party, further, agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement or in a Tenancy Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement, any Tenancy Agreement or any other document contemplated hereby bearing an original or electronic signature by electronic transmission (whether directly from by email or through DocuSign, whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature unless otherwise required by the applicable
law.
12 DATA PROCESSING
12.1 Landlord agrees that Keyper shall have the right to process its personal data for purposes of providing its Services under this Agreement with full compliance with the prerequisites of UAE Data Protection Law
12.2 Landlord grants to Keyper a worldwide, non-exclusive, royalty-free license to aggregate anonymized Landlord data with other data, including the anonymized customer data of other Keyper customers so long as such aggregation omits any data that would enable the identification of Landlord or the customer (“Aggregated Data”). Landlord further grants Keyper a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom. Additionally, Landlord grants to Keyper the right to access Landlord data to provide feedback to Landlord concerning Landlord’s use of the Services.
12.3 Third-Party Sites. The Platform may contain third party content and links to third party sites that are completely independent of the Platform and not owned or controlled by Keyper (” Third-Party Sites”). Links to Third Party Sites are included solely for the convenience of the Landlord and other users and do not constitute any approval, endorsement, or warranty by Keyper. Moreover, Keyper is not responsible for the content, security, operation, or use of any Third-Party Sites or the products or services that may be offered or obtained through them or for the accuracy, completeness, or reliability of any information obtained from a Third-Party Site. Any information you submit to the Third-Party Sites will not be collected or controlled by Keyper. It will be subject to the privacy notice or terms of use applicable to the Third-Party Site. It is Landlord’s responsibility to review those policies before submitting your information to the Third-Party Site and Landlord provides its information to Third Party Sites at your own risk. Landlord expressly relieves Keyper from any and all loss, damages or other liabilities Landlord incurs as a result of its access to, or use of, any Third-Party Sites.
12.4 Third-Party Service Providers. Landlord agrees that Keyper through the offering of its Services uses the services of third-party services providers (the “Third-Party Service Providers”). The continuous use by the Landlord of the Services, Landlord signifies its acceptance of both the Agreement and, Keyper and the Third-Party Service Providers terms of use (the “Third-Party Service Providers Terms”). Landlord hereby acknowledges and agrees that the Third-Party Service Providers Terms will govern certain aspects of Services offered by the Third-Party Service Providers and that are part of the Services (the “Third-Party Services”). Landlord agrees to be bound by, and bear the risks associated with, the Third-Party Service Providers Terms whether they create a contractual relationship directly between Landlord and the Third-Party Service Providers or a contractual relationship between Keyper and the Third-Party Service Providers. Keyper does not warrant the Third-Party Services in and assumes no liability to Landlord with respect to the Third-Party Services. The Third-Party Service Provider is the sole party liable to Landlord to the extent possible.
13 COSTS AND EXPENSES
Each Party shall bear all costs and expenses incurred by it in connection with the preparation, implementation and performance of this Agreement.
14 REPUTATION
Neither Party shall do anything, or engage in any activity, which is likely to adversely affect, or damage, the other Party’s good name and/or reputation.
15 Waiver The failure of any Party to enforce, at any time, any provision or clause of this Agreement or any right related thereto shall not be construed as a waiver of such provisions or clauses or as a waiver of the right of such party thereafter to enforce any judgment or right related to this Agreement.
16 NOTICES
16.1 Service. Any notice under this Agreement shall be sufficiently served if sent by hand delivery, registered mail, recorded delivery or email to the relevant Party’s representative at the address stated in the Particulars.
16.2 Receipt. Any such notice will be deemed to have been received: (i) if delivered personally, at the time of delivery provided that if delivery occurs before 9.00 am on a Business Day the notice will be deemed to have been received at 9.00 am on that day, and if delivery occurs after 5.00 pm on a Business Day, or on a day which is not a Business Day, the notice will be deemed to have been received at 9.00 am on the next Business Day (ii) in the case of registered post, at 9.00 am on the second Business Day after posting; and (iii) in the case of email, at the time of sending.
16.3 Amendments. This Agreement may not be changed, altered, modified, or waived without the written consent of the Parties or their legal representatives.
17 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, which cannot be resolved amicably within thirty (30) days of the notice of the Dispute, shall be subject to the exclusive jurisdiction of the Dubai Courts.
18 Force MajeureNeither party to this Agreement shall be liable to the other party for any delay in the performance or non-performance of its obligations under this Agreement for any reason beyond its reasonable control, and the affected party shall immediately upon the occurrence of any such event notify the other party in writing, and thereafter this party shall make reasonable efforts to fully comply with the terms of this Agreement as soon as possible.
19 Invalidity If any provision or clause of this Agreement is found to be invalid, unenforceable, or illegal, the remaining provisions shall remain valid and enforceable to the fullest extent possible.
20 Severability of Provisions and Clauses:If any provisions or clauses of this Agreement are found to be invalid, illegal, or unenforceable, the parties shall in such case negotiate in good faith to agree satisfactorily on the provision or clause that will replace the invalid, illegal, or unenforceable provision or clause to give effect to the intent of the parties as set forth in the Agreement. If an agreement on this provision is not reached within three months of the start of such negotiations, the Agreement shall automatically terminate. The obligations of the parties under any invalid, illegal, or unenforceable provision of the Agreement shall cease during these negotiations.
21 ENTIRE AGREEMENT
The PROPERTY MANAGEMENT AGREEMENT shall constitute an integral part of this Agreement. This Agreement, together with the PROPERTY MANAGEMENT AGREEMENT, constitutes the entire Agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous Agreements or undertakings regarding such subject matter.
22 COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the several Parties on separate counterparts each of which when so executed shall be an original, but all counterparts shall together constitute one and the same instrument.
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